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Exhibit 10.24
[GETRONICS LOGO]
2002 SHORT TERM
INCENTIVE PROGRAM PLAN
DOCUMENT FOR EXECUTIVE AND
STAFF MANAGEMENT
January 1, 2002
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GETRONICS GOVERNMENT SOLUTIONS
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TABLE OF CONTENTS
PROGRAM DOCUMENT
I. Introduction
II. Purpose
III. Effective Date
IV. Eligibility
V. Program Design
A. Overview
B. Components
C. Payout
VI. Administrative Provisions
A. Target Goal
B. Payment
C. Alterations, Interpretation and Review
D. Partial Service, Transfer, Termination and Leave of Absence
E. Tax Liabilities
F. Employment-at-Will
G. Equal Opportunity
H. Events Not Covered by the Program
I. Other Agreements
J. Modification, Suspension or Termination
Appendixes
A. Payout Matrix
B. Example Worksheet
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I. INTRODUCTION
The Getronics Government Solutions ("Getronics" or the "Company") 2002
Short Term Incentive Program ("STIP" or the "Program") supersedes all
previous documents relating to annual incentive compensation. The entire
Program content is contained herein and in the Target Goal Worksheet
Documents, and no one at the Company is authorized or permitted to enter
into any additional or other agreements, or make any verbal or written
representations, regarding incentive compensation for Participants.
II. PURPOSE
The Program is designed to:
o ALIGN THE MANAGEMENT TEAM'S FINANCIAL INTERESTS WITH THOSE OF THE
COMPANY SHAREHOLDERS;
o SUPPORT A PERFORMANCE-ORIENTED ENVIRONMENT THAT REWARDS INDIVIDUAL,
BUSINESS UNIT AND OVERALL GETRONICS GOVERNMENT SOLUTIONS RESULTS;
o ATTRACT, MOTIVATE AND RETAIN KEY MANAGEMENT WHO ARE CRITICAL TO THE
LONG-TERM SUCCESS OF THE COMPANY; AND
o ALIGN COMPENSATION WITH THE COMPANY'S BUSINESS STRATEGY, VALUES AND
MANAGEMENT INITIATIVES.
III. EFFECTIVE DATE
This Program shall take effect on January 1, 2002, and remain in effect
until December 31, 2002, unless modified, suspended or terminated at the
discretion of the Company.
IV. ELIGIBILITY
Employees eligible to participate in the Program (hereinafter called
"Participants") are designated from management positions by executive
management. An eligible employee is designated as a Participant by
delivery of a personalized Target Goal Worksheet Document along with
the Plan document. A Participant must be an active employee in an
incentive eligible position on December 31, 2002 in order to receive a
payment. To receive any incentive payments from this Program, the
Participant must sign his/her personal TARGET GOAL WORKSHEET DOCUMENT
as acknowledgement of receipt of his/her plan document.
Participation is determined on a year-to-year basis. Continued
participation in the Program is not guaranteed. If a previously eligible
Participant is not designated as a Participant in a subsequent year, he or
she, will not receive any adjustment to base salary or additional
compensation in lieu of his or her prior participation in the Program or
as a result of ceasing to be a Participant.
V. PROGRAM DESIGN
A. OVERVIEW
The Participant will be assigned an incentive earnings target expressed in
U.S. dollars. This will represent the approximate amount of compensation
that the Participant may receive for the achievement of 100% performance
in the financial and subjective individual goals, assigned in his/her
TARGET GOAL WORKSHEET DOCUMENT.
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The Participant's opportunity to receive incentive compensation will be
governed by the terms and conditions of this Program and applicable
Company policy.
1. Base Salary
The Participant's base salary is a fixed amount established by the
Company, which is currently paid semi-monthly. The base salary is
exclusive of overtime, premiums, differentials, and employee benefits.
2. Incentive Compensation
This Program provides the opportunity to earn incentive compensation,
based upon the financial achievements of the Company, the Business
units comprising the Company, programs defined within the business
units, as well as achievement against individual strategic goals.
There are separate Short Term Incentive Programs in 2002 for each of
the two following groups: Executive and Staff Management, and Program
Management. Each is designed so that each Participant is rewarded based
on the performance of their organizational units. The specific criteria
used to measure achievement depends upon position and function within
the organization. Participants with program management responsibilities
will have financial targets related to their respective programs and
related Getronics financial targets. Participants in the Executive and
Staff Management Program will have financial targets related to
Getronics and business unit financials, where applicable. All
Participants will also have New Business and subjective individual
goals. Each of these targets is considered a component.
B. COMPONENTS
There are three (3) components to the 2002 STIP Program for Executive
and Staff Management.
1. Financial Components -
a. Getronics Financials (35-70% of overall components)
EBITA - 50%
Revenue - 25%
Cash Flow - 12.5%
DSO - 12.5%
b. Business Unit (0-35% of overall components)
Gross Margin - 60%
Revenue - 40%
2. Getronics New Business (20-50% of overall components)
3. Subjective Individual Objectives (10% of overall components)
Certain financial components may be weighted differently dependent upon
the nature of the job responsibilities for the Participant. The
weighting of each component in total incentive compensation for the
Participant is reflected in the Target Goal Worksheet Document.
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The financial and new business components are described as:
EBITA: Earnings Before Interest, Taxes & Amortization as calculated in
the Getronics Government Solutions Monthly Financial Reports.
REVENUE (SALES): The inflow of assets to the company resulting from the
delivery of goods and services to its customers as reported in the
Getronics Government Solutions Monthly Financial Reports.
CASH FLOW: The net cash generated by operating and investment activities
as reported in the Getronics Government Solutions Monthly Financial
Reports.
DAYS SALES OUTSTANDING (DSO): The measure of an Accounts Receivable
balance by the number of days of sales included in the balance as
reported in the Getronics Government Solutions Monthly Financial
Reports.
NEW BUSINESS: Revenue plan growth at the end of the plan year as
compared to the target goals established at the beginning of the year
for Getronics Government Solutions.
Shortly after the beginning of each plan year, the Finance Department
will provide the target goals for the Getronics and Business Unit
financials. These financial numbers will provide the goals for all
financial components reflected in the Target Goal Worksheet Document.
C. PAYOUT
1. Financial Components
The Finance Department will provide the performance and levels of
achievement against target goals reflected in the Target Goal
Worksheet Document. The PERCENTAGE of achievement of each measure
will be determined by the actual results of each measure divided
by the target goals for that measure. The PAYMENT of each measure
will be the target dollars of each measured objective multiplied
by the achievement percentage on the payout matrix.
The range of payout for each component will be a 50% payout for
achievement at 80% of target goals (minimum for payout). The EBITA
financial component is eligible for overachievement up to a
maximum of 275% payout for achievement of 50% above target. See
Appendix A for Payout Matrix.
For participants with goals associated with their business unit,
the Gross Margin financial component, for services gross margin,
is eligible for overachievement up to a maximum of 200% for
achievement of 50% above target.
2. New Business
The Finance Department will provide the performance and levels of
achievement against target reflected in the Target Goal Worksheet
Document. The PERCENTAGE of achievement of each measure will be
determined by the actual results of each measure
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divided by the target goals for that measure. A minimum threshold
will be established by the Finance Department that may not reflect
80% of the target goal. The PAYMENT of each measure will be the
target dollars of each measured objective multiplied by the
achievement percentage on the payout matrix.
The range of payout will be from 50% for achievement at 80% of
target (minimum for payout) up to a maximum of 200% payout for
achievement of 50% above target.
3. Subjective Individual Objectives Component
The Participant's immediate manager using the best criterion,
including overall annual individual and business performance,
will, at the end of each plan year, determine the eligible
percentage for the subjective component. The Senior Leadership
Team member will have final approval on the immediate manager's
recommendation.
The range of payouts will be from 50% for achievement at 80% of
target (minimum for payout) to a maximum of 100% of achievement.
4. Example of calculations:
Participant at $100,000 base and 15% Total Target Bonus = $15,000
Total Target Dollars
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- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
TARGET ACTUAL EARNED
DOLLARS@100% OF ACTUAL PERCENTAGE OF INCENTIVE
GOALS WEIGHT OF GOALS GOAL ACHIEVEMENT (ROUNDED)
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Getronics Financials Overall 35%
EBITA 50% $2,625 105% $3,084
Revenue 25% $1,313 90% $985
Cash Flow 12.5% $656 100% $656
DSO 12.5% $656 110% $656
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Business Financials Overall 35%
Gross Margin 60% $3,150 112% $3,906
Revenue 40% $2,100 95% $1,838
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Getronics New Business 20% $3,000 100% $3,000
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Subjective
Individual Objectives 10% $1,500 80% $750
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
Total 100% $15,000 $14,875
- -------------------------- ------------------------ ------------------------ ------------------------ -----------------------
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VI. ADMINISTRATIVE PROVISIONS
A. TARGET GOAL
The Target Goal is the level of performance that will be expected of the
Participant's individual objectives or measurable factor from an
organizational component. Once target goals are established, adjustments
usually should not be necessary; however, the Company reserves the right to
make changes (up or down) to individual target goals due to changes in
business conditions or other factors, at the sole discretion of and with
the explicit approval from the Vice President of Human Resources.
EACH PROGRAM PARTICIPANT MUST SIGN THE TARGET GOAL WORKSHEET DOCUMENT
ESTABLISHING EACH THE PARTICIPANT'S TARGETS BEFORE ANY INCENTIVES WILL BE
PAID TO THE PARTICIPANT. ALL ORIGINALS MUST BE FILED WITH THE COMPENSATION
DEPARTMENT AND LOCAL MANAGEMENT SHALL MAINTAIN COPIES.
B. PAYMENT
Incentive calculations will be based upon the Participant's base salary on
January 1, 2002. Awards will be paid only to Participants who are still
considered active under this Program as of December 31, 2002. Payment will
be made to the Participant in the same form in which his/her normal pay is
processed. Participants will receive their awards in the first quarter
following the Program year.
C. ALTERATIONS, INTERPRETATION AND REVIEW
The Compensation Director, in conjunction with the Vice President of Human
Resources, has been charged with the responsibility for the review of and
adherence to the Program's provisions and all other incentive compensation
programs and policies within its sole discretion, and for approving
alterations to and interpretation of the Program. Participants seeking
clarification of Program provisions or incentive policy should direct their
inquiries to the Getronics Compensation Director.
D. PARTIAL SERVICE, TRANSFER, TERMINATION AND LEAVE OF ABSENCE
1. Partial Service Policy
Partial Service employees who are newly hired or promoted into an
incentive-eligible position so as to become Participants after the
beginning of the year but prior to October 1, 2002 may become eligible
to receive a prorated payment based on the number of full months in
that position divided by 12. Service beginning ON or BEFORE the
fifteenth (15th) of a calendar month will yield a full month's credit.
Credit will begin the first (1st) of the following month if service
begins AFTER the fifteenth (15th) of a calendar month.
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2. Transfer Policy
Program Participants who transfer to another position within the
Company during the program year may continue to be eligible for
incentive compensation or may be removed if they transfer to an
ineligible position. The Compensation Director, in conjunction with the
Vice President of Human Resources will determine eligibility, and
targets will be adjusted, as they deem appropriate.
3. Termination Policy
The following policy applies to Participants who terminate from the
Company (either voluntarily or involuntarily):
For the purpose of this Program, a Participant is considered terminated
from this Program on the last day of active employment. The employee
may still be "on the payroll", e.g., during any layoff, severance, or
salary continuation period, but if the employee is not actively engaged
in incentive eligible activities, the employee is ineligible for any
form of incentive earnings, without regard to any layoff notification
period, severance or salary continuance.
In the event that a Program Participant becomes totally disabled (as
determined for purposes of the Company's long-term disability plan), or
dies during the Program year (but after the end of the first quarter),
the Program Participant (or the designated beneficiary) will be
eligible to receive Incentive Compensation determined on the
Participant's performance up to the end of the fiscal quarter prior to
the date of disability, or death (annualized through the end of the
year). Any resulting award determined under the Participant's Target
Goal Worksheet Document will be prorated based upon the Partial Service
Policy in paragraph 1 of this part D. Payment, if any, will be
processed in accordance with the Program.
Participants who terminate from the Company for any reason other than
death or total disability are considered terminated from this Program
upon their termination date and will not receive any STIP payment with
respect to the year of termination.
4. Leave of Absence Policy (LOA)
A Participant is considered active in the Program when on an approved
Leave of Absence for a period equal to or less than three (3) months.
No change in targets, or measurements will be made with respect to
such a leave. For LOAs greater than three (3) months, Program
eligibility and participation will be suspended until active status is
resumed and the final payment will be prorated to reflect the period
of time on LOA.
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E. TAX LIABILITIES
Deductions for all appropriate local, state and federal tax liabilities
will be calculated and withheld from all Incentive Compensation payments.
F. EMPLOYMENT-AT-WILL
The employment of all Program Participants at Getronics is for an
indefinite period of time and is terminable at any time, with or without
cause being shown, by either the Program Participant or the Company. This
Program shall not be construed to create a contract of employment for a
specified period of time between the Company and any Program Participant.
The Company retains the rights to change its employment and compensation
policies and practices at any and all times.
G. EQUAL OPPORTUNITY
It is the policy of Getronics Government Solutions and its subsidiaries and
affiliates to provide equal employment opportunity for all employees and to
take Affirmative Action to ensure that employment, training, compensation,
transfer, promotion, and other terms and conditions of employment are
provided without regard to race, color, religion, national origin, gender,
age, marital status, sexual orientation, disability, Vietnam-era Veteran
status, status as a disabled Vietnam-era Veteran or any other protected
category. The company is committed to maintain a workforce free of racial,
sexual, or any other type of unlawful harassment.
H. EVENTS NOT COVERED BY THE PROGRAM
The Compensation Director, in conjunction with the Vice President of Human
Resources, will review any event not described or anticipated by this
Program, and they will have the sole discretion to determine the final and
binding resolution. This may include recognition of any financial
adjustments that are not associated with the efforts of the Participant(s).
I. OTHER AGREEMENTS
This Program, including any amendment or supplement hereto, constitutes the
entire understanding of Getronics Government Solutions and its subsidiaries
and affiliates with respect to the Short Term Incentive Program and cancels
and supersedes all other policies or agreements relating to such Incentive
Compensation. No one at the Company is authorized or permitted to enter
into any additional or other agreements, or make any verbal or written
representations, regarding incentive compensation for
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Participants. Nothing in this Program shall be construed to create or imply
the creation of a term contract, nor a guarantee of employment for any
specific period of time between Getronics Government Solutions and any of
its divisions or subsidiaries, and any Participant.
J. MODIFICATION, SUSPENSION OR TERMINATION
The Company may unilaterally modify or suspend, at any time, in whole or in
part, and if suspended, may reinstate any or all of the provisions of this
Program with or without notice. All modifications are effective as of the
date designated in the decision made by Management, regardless of when
notice of such changes is given.
The Company, at its sole discretion, may publish revisions to this Program
from time-to-time and such revisions shall govern the operation of the
Program for all Participants. Modifications of and additions to all or any
part of this Program will not necessarily result in the re-publication of
the entire Program, but notices of such changes, deletions and additions
will be forwarded to all Participants.
K. CHANGE IN CONTROL
Notwithstanding any other provision in this document, in the event of a
change of control of the Company and involuntary termination of the
Participant from employment prior to the end of the Program year, where the
termination is directly related to such change of control, Participants
will receive a pro rata payment from the Program based upon the number of
months from the beginning of the Program year to the date that the employee
is terminated involuntarily, and based further on the actual financial
results accomplished during that same time period.
Change of control is defined as:
1. the closing of a merger or consolidation of the Company with any
other entity; or
2. any Person (other than another Company or a trustee or other fiduciary
holding securities under an employee benefit plan of a Company) is or
becomes the Beneficial Owner, as defined by applicable federal
securities laws, directly or indirectly; or
3. a sale or transfer of substantially all of the assets of the Company,
or approval of such a sale or transfer by the Company's parent
organization.
No benefits will be paid under this provision in the event that the
Participant voluntarily resigns or retires from employment, or in the
event that the Participant is terminated for Cause. For purposes of this
Section K, Cause shall mean (a) the Participant's gross misconduct or
fraud in the performance of his or her employment; (b) the Participant's
conviction or guilty plea with respect to any felony (except for motor
vehicle violations); or (c) the Participant's material breach of any
written employment agreement between the Company and the Participant, or
of any written code of business conduct, or continued
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abandonment of his or her employment with the Company, which remains
uncorrected, or which recurs, after written notice delivered to the
Participant of such breach or abandonment and a reasonable opportunity
to correct such breach or abandonment. Any pro rata payment under this
provision will be in addition to, and not in lieu of, any other payment
or benefit provided to a Participant under any other arrangement
between the Participant and the Company.
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